Visa Inc., with help from the Securities and Exchange Commission, will be allowed to omit from consideration at its annual meeting in January a proposal by National Legal and Policy Center that would have required the company to answer for the mutilation procedures its insurance plan covers for “transgender” employees.
When shareholders want to present a proposal at a company’s annual meeting, there are several technical hurdles they have to clear with their proposal submission to make it on to the meeting agenda. If the shareholders are viewed as out of compliance on any of the criteria, which are in the SEC’s rules and guidelines, and the shareholders don’t correct the deficiencies within two weeks, then the company can ask the SEC to agree to let it keep the proposal from being considered at the meeting.
Companies hate shareholder proposals. Nearly all the proposals either shame corporate leaders over the way they run the business, or the proposals seek to change the way the board and executives govern themselves. The company leaders just want to do things their way, collect their salaries and stock bonuses, and be left alone.
In order for a company to exclude a proposal from its proxy statement (the report that informs shareholders what will be voted on at the annual meeting), it must go through a process: Company lawyers file a brief with the SEC explaining why the proposal should not be considered; The Proponent must be given an opportunity to rebut the Company; Then the SEC notifies both parties whether it agrees the proposal can be omitted. The SEC’s decision is almost always the final verdict on the matter.
Such was the case with our proposal for Visa. Modeled after dozens of similar proposals that have been voted on at various corporate meetings in the past, it sought for the company to examine and report to shareholders where there are “pay and benefits gap” discrepancies between gender categories. Previous iterations of those proposals, sponsored by leftist shareholders, were intended to expose how companies discriminate against women by compensating them less than male employees.
But in our Visa proposal, we followed the same format and used similar language to ask the company to investigate and determine how and why its health insurance coverage pays for the mutilation and disfigurement of “transgender” employees, but those “de-transitioning” employees who have had such surgeries and treatments, belatedly realize they have been mutilated, and want to restore their previous condition, cannot find treatment to do so or insurance to pay for it.
In other words, we wanted Visa to tell shareholders to what degree the company discriminates against “de-transitioners.”
The heart of our proposal cites the literal “covered expenses” Visa’s plan with Cigna pays for. Here is that cringeworthy language, which can also be found on Page 30 here of Visa’s benefits coverage:
Charges made for gender reassignment surgery (male-to female or female-to-male) and related services consistent with World Professional Association for Transgender Health (WPATH) recommendations including, when applicable, hormone therapy, orchiectomy, vaginoplasty (including colovaginoplasty, penectomy, labiaplasty, clitoroplasty, vulvoplasty, penile skin inversion, repair of introitus, construction of vagina with graft, coloproctostomy), vaginectomy (including colpectomy, metoidioplasty with initial phalloplasty, urethroplasty, urethromeatoplasty), hysterectomy and salpingooophorectomy, as well as initial mastectomy or breast reduction.
This itemization of grotesquery, disguised as “health care,” would have appeared on Visa’s proxy statement for shareholder review, had the SEC permitted it.
Considering the company’s public stance, we wonder what they are afraid of. As our proposal points out, Visa boasts about its 100 percent score on the Human Rights Campaign’s Corporate Equality Index and HRC’s designation of Visa as a “Best Place to Work for LGBT Equality.” A perfect score is only attained if a company’s health benefits cover transition therapies and surgeries.
Elizabeth Ising
The pleading with the SEC to allow Visa to avoid the embarrassment of having to address this issue before all its shareholders was written by the company’s external legal counsel, Elizabeth Ising of Gibson Dunn. She argued that NLPC’s proposal should be excluded for two reasons: that the proposal did not address a significant enough policy reason to be considered, and that we did not provide for the company specific-enough days and times in which an NLPC representative could be available to discuss the proposal with an official from Visa (in other words, a technicality, which we in fact DID comply with).
Unsurprisingly, according to her Gibson Dunn page bio, Ising’s specialty is ESG compliance and disputes, and “she is a former chair of Gibson, Dunn & Crutcher’s Washington, D.C. Diversity Committee and co-chair of the LGBT Committee.”
Diversity advocacy and equity for workers are promoted all around, whether it’s Visa, its high-powered attorney, or the Biden administration’s ESG guru leading the SEC, Gary Gensler — yet they can’t stand to let shareholders hear about whether there is equitable treatment for de-transitioners?
But believe it or not, it wasn’t this “social issue” question upon which the SEC allowed Visa to exclude our proposal from consideration at the annual meeting.
Instead, the SEC punted on the de-transitioner discrimination claim in our proposal, and instead the agency ruled that our days and times to discuss the proposal were not specific enough. It’s the equivalent in football of the refs calling an offsides penalty (a false one at that), but missing a roughing the passer call when the defense mauled the quarterback on the same play.
The decision, as well as the full docket with Ising’s pleading and NLPC’s response, can be found here. If you just want to read NLPC’s response, it is here.
All these parties who claim to serve and protect transgender ideology, and equitable and fair treatment for all workers and their rights, scurry away in fear when the spotlight focuses on the true implications of their “gender” and “equity” rhetoric. Meanwhile the mutilated who want their bodies restored are out of luck.
(Pictured above: detransitioner Chloe Cole)
